8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

June 26, 2008

Date of report (Date of earliest event reported)

ConAgra Foods, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-7275	47-0248710
(Commission File Number)	(IRS Employer Identification No.)

One ConAgra Drive
Omaha, NE	68102
(Address of Principal Executive Offices)	(Zip Code)

(402) 595-4000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On June 26, 2008, ConAgra Foods, Inc. issued a press release and posted a question and answer document on its website containing information on fourth quarter fiscal 2008 financial results. The press release and Q&A are furnished with this Form 8-K as exhibits 99.1 and 99.2, respectively.

The release includes the non-GAAP financial measures of adjusted operating profit for the Consumer Foods segment, adjusted sales for the Consumer Foods segment and adjusted sales for the Consumer Foods segment’s Priority Investment Brands and Enabler Brands. Management evaluates segment performance exclusive of items impacting comparability of year-over-year results because these items are non-recurring or extraordinary in nature. Management believes the presentation of financial information exclusive of items impacting comparability facilitates investor understanding of segment performance and trends.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1	Press Release issued June 26, 2008
Exhibit 99.2	Questions and Answers

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CONAGRA FOODS, INC.
Date: June 26, 2008	By:	/s/ Colleen Batcheler
	Name:	Colleen Batcheler
	Title:	Senior Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit	Description
99.1	Press Release issued June 26, 2008
99.2	Questions and Answers

EX-99.1

Exhibit 99.1

	News Release
	For more information, contact:
	Teresa Paulsen              MEDIA Vice President, Corporate Communication ConAgra Foods, Inc. tel: 402-595-5210 Chris Klinefelter            ANALYSTS Vice President, Investor Relations ConAgra Foods, Inc. tel: 402-595-4154 www.conagrafoods.com

FOR IMMEDIATE RELEASE

CONAGRA FOODS REPORTS HIGHER-THAN-PLANNED FOURTH-QUARTER

EPS; EXPECTS STRONG PERFORMANCE FROM CONTINUING OPERATIONS

IN FISCAL 2009

OMAHA, Neb., June 26, 2008 — ConAgra Foods, Inc., (NYSE: CAG) one of North America’s leading packaged food companies, today reported results for the fiscal 2008 fourth quarter ended May 25, 2008. Overall sales grew 15% and diluted EPS from continuing operations grew 38%. Current-quarter diluted EPS (continuing and discontinued operations) was $0.41, which includes net $0.03 per diluted share of expense from items impacting comparability. Prior-year diluted EPS (continuing and discontinued operations) of $0.39 included net $0.01 per diluted share of expense from items impacting comparability. Items impacting comparability in the current and prior year are summarized toward the end of this release.

Gary Rodkin, chief executive officer of ConAgra Foods, commented, “In fiscal 2008, we made progress in several important areas of our company, most notably pricing, the innovation pipeline, more effective marketing, and efficiencies. While our higher-than-planned fourth quarter EPS largely reflects another strong performance from the Trading & Merchandising operations, we are also pleased with the improved execution demonstrated in our continuing operations. Given the operating progress made this fiscal year as well as the recent divestiture of our Trading & Merchandising operations, we have an even greater focus on successfully executing the initiatives in our core food operations, as well as a much stronger foundation on which to deliver predictable and sustainable profitable growth going forward.”

-more-

CONAGRA FOODS

page 2

The following summary of segment sales and operating profit performance reflects activities within continuing operations. EPS of $0.23 per diluted share from discontinued operations, discussed toward the end of this document, reflects a strong performance from the company’s Trading & Merchandising operations. The company notes that the reclassification of certain results from continuing operations to discontinued operations during the quarter was due largely to the divestiture of the Trading & Merchandising operations; current and historical financial results reflect this change in classification.

Consumer Foods Segment (59% of fiscal 2008 sales)

Branded consumer products sold in retail and foodservice channels;

excludes international consumer operations.

Volume & Sales Data	Year-over-year % Change
	As Reported		Comparable*
Unit Volumes	Flat		-1	%
Overall Sales	6	%	4	%
Sales for Priority Investment Brands	4	%	2	%
Sales for Enabler Brands	9	%	9	%

* Comparable sales calculations exclude the impact of 1) sales contributed by the peanut butter business in the current and prior years, 2) sales contributed by the Banquet and private label pot pie business in the current and prior years, 3) sales for Alexia Foods, which was acquired during Q1 of fiscal 2008, and 4) sales for Lincoln Snacks, which was acquired during Q2 of fiscal 2008. See page 9 for Regulation G reconciliations.

The Consumer Foods segment posted sales of $1.7 billion and operating profit of $167 million for the quarter. The following Consumer Foods segment commentary relates to comparable performance unless otherwise indicated.

Consumer Foods’ comparable sales growth was 4%, reflecting a 5% increase in net realized pricing and a 1% decrease in volume. Significant net pricing actions for the company’s consumer products were implemented with customers March 24 and thus were in effect for approximately two months of the quarter; future quarters will reflect the full quarterly impact of these price increases.

-more-

CONAGRA FOODS

page 3

• Comparable sales for priority investment brands, which represent almost 70% of segment sales, increased 2%; this reflects net price increases of approximately 4% and a volume decline of approximately 2%.

• Comparable sales for enabler brands increased 9%, reflecting net price increases of approximately 10% and an overall volume decline of 1%. A significant portion of the increased pricing relates to cooking oil.

• More brand details can be found in the Q&A document accompanying this release.

Operating profit of $167 million was slightly ahead of last year, as reported, and declined 5% on a comparable basis as detailed on page 9; this represents a significant improvement from recent quarterly trends. This sequential improvement was largely driven by recent price increases. Although the company continued to successfully implement cost-saving initiatives, these were more than offset by input cost inflation in the range of $150 million. The company expects the Consumer Foods segment to perform well in fiscal 2009 given the strength of the innovation pipeline, recent and planned pricing actions, and the cost-saving initiatives in place.

Food and Ingredients Segment (35% of fiscal 2008 sales)

Specialty potato, dehydrated vegetable, seasonings, blends, flavors, and milled grain products

sold to foodservice and commercial channels worldwide.

During the quarter, sales for the Food and Ingredients segment were $1.2 billion, 32% ahead of last year. Sales for the milling operations grew as higher wheat costs were passed on as higher selling prices; Lamb Weston specialty potato and appetizer operations benefited from improved pricing and product mix as well as volume growth in export markets, the combination of which more than offset the impact of significant inflation. Sales results for dehydrated products and seasoning blends grew due to new initiatives with key customers. The recent acquisition of Watts Brothers Farms contributed approximately 2 points of sales growth to the overall segment, and the company notes that the integration of the business is going smoothly. Segment operating profit was $115 million for the quarter, 9% ahead of year-ago amounts, due to the strong sales results discussed above and a focus on efficiencies.

-more-

CONAGRA FOODS

page 4

International Foods Segment (6% of fiscal 2008 sales)

Branded consumer products sold internationally to retail channels.

During the quarter, sales for the International Foods segment were $185 million, 17% ahead of year-ago amounts, largely due to strong performances for popcorn, tomato, canned pasta, and snack products in key markets. The impact of foreign currency exchange rates contributed 7 points of sales growth. Canada and Mexico, the largest geographic markets in the segment, posted strong overall sales growth.

As reported, operating profit of $11 million was 39% below the $18 million earned in the year-ago period, primarily due to $10 million of restructuring costs incurred in the current quarter to improve future operating efficiencies. Excluding these restructuring costs in the current quarter, operating profit was ahead of year-ago amounts, reflecting sales growth as well as a focus on efficiencies.

Other Items

• The company is very focused on SG&A efficiencies across its operations. Pursuing SG&A savings resulted in restructuring charges in the fourth quarter of $22 million ($10 million in International Foods, $7 million in Consumer Foods and approximately $5 million of unallocated corporate expense).

• Corporate expense was $114 million for the quarter and $164 million in the year-ago period. Current quarter includes approximately $5 million of restructuring costs. The comparable year-over-year decrease reflects a focus on SG&A efficiencies in several expense areas. Professional services costs, primarily related to information technology projects, were below prior-year amounts, as were incentive accruals.

-more-

CONAGRA FOODS

page 5

• Equity method investment earnings were $7 million for the fourth quarter, down from $14 million in the year-ago period, primarily reflecting higher input costs for an international specialty potato joint venture.

• Net interest expense was $70 million in the current quarter and $57 million in the year-ago period; during the quarter, the company increased its commercial paper borrowings to support working capital needs, primarily in the Trading & Merchandising operations.

• The effective tax rate was 26% in the current quarter; the EPS impact of the lower-than-expected tax rate is listed as an item impacting comparability.

Capital Items

• During the quarter, the company repurchased approximately 4.1 million shares of its stock for approximately $100 million.

• Dividends paid during the quarter totaled $93 million versus $90 million last year.

• For the quarter, capital expenditures from continuing operations for property, plant and equipment were $128 million compared with $146 million in the year-ago period. Depreciation and amortization expense from continuing operations was approximately $76 million for the quarter, in line with year-ago amounts.

• During the quarter, the company purchased Watts Brothers Farms, which owns and operates agricultural and farming businesses in Washington and Oregon. The purchase price was approximately $130 million in cash, plus the assumption of approximately $85 million of interest-bearing debt.

• During the quarter, the company sold the Knott’s Berry Farm brand of jams, jellies and preserves for pretax proceeds of approximately $55 million in cash.

-more-

CONAGRA FOODS

page 6

• The company recently completed the divestiture of its Trading & Merchandising operations to an investment group led by Ospraie Special Opportunities Fund. The purchase price was approximately $2.8 billion, net of transaction costs and subject to post-closing adjustments, which included before-tax proceeds of approximately $2.2 billion of cash and $550 million (face value) of payment-in-kind debt securities. From the after-tax cash proceeds, the company expects to repurchase approximately $900 million of its shares during the first half of fiscal 2009, which, along with the $100 million repurchased in the fiscal fourth quarter of fiscal 2008, should meaningfully contribute to fiscal 2009 EPS performance as the fiscal year progresses. The company also plans to significantly reduce its commercial paper balances with the after-tax cash proceeds of the transaction.

Discontinued Operations

During the quarter, diluted EPS from discontinued operations was $0.23 as reported, which includes $0.02 per diluted share of net expense from items impacting comparability, most of which relates to an unusually high tax rate. These earnings were largely driven by the Trading & Merchandising operations, now classified as discontinued operations, which had strong results in wholesale fertilizer operations and agricultural commodities merchandising. The Trading & Merchandising operations were sold after the fiscal year-end. Current-quarter discontinued operations also include results for the Knott’s Berry Farm brand, including a small pretax gain on the sale of that brand, which occurred on May 13, 2008.

Outlook

The company expects EPS from continuing operations, excluding items impacting comparability, to be in the range of $1.56-$1.59 in fiscal 2009. Reflecting the seasonality of operating results as well as the fact that the planned share-repurchase and debt-reduction activities are not expected to be completed until the end of the first half of fiscal 2009, the company expects diluted EPS from continuing operations for the first quarter of fiscal 2009 to be in the range of $0.26-$0.28. This first-quarter outlook excludes items impacting comparability. The company will comment on its outlook in the regularly scheduled earnings releases throughout the year. The company notes that fiscal 2009 has 53 weeks.

-more-

CONAGRA FOODS

page 7

Major Items Affecting Fourth-quarter Fiscal 2008 EPS Comparability

Included in the $0.41 diluted EPS (continuing and discontinued operations combined) for the fourth quarter of fiscal 2008 (EPS amounts rounded and after tax):

• $22 million pretax, or $0.03 per diluted share, of expense related to restructuring efforts to improve operating efficiencies in continuing operations. These are reflected in the Consumer Foods segment (approximately $7 million of SG&A) and the International Foods segment (approximately $1 million of Cost of goods sold, $9 million of SG&A) and approximately $5 million of unallocated corporate expense.

• Approximately $0.02 per diluted share of benefit from an unusually low tax rate on continuing operations.

• Approximately $0.02 per diluted share of net expense in discontinued operations, primarily due to an unusually high tax rate.

Included in the $0.39 of diluted EPS (continuing and discontinued operations combined) for the fourth quarter of fiscal 2007 (EPS amounts rounded and after tax):

• Costs resulting from the peanut butter recall negatively impacted EPS by approximately $0.02 per diluted share, or $18 million pretax, almost all of which is reflected within the Consumer Foods segment ($5 million impact on Gross Profit, $12 million impact on SG&A).

• Benefit of approximately $0.01 per diluted share from a slightly lower-than-expected tax rate.

Discussion of Results

ConAgra Foods will host a conference call at 9:30 a.m. EDT today to discuss fourth-quarter results. Following the company’s remarks, the call will include a question-and-answer session with the investment community. Domestic and international participants may access the conference call toll-free by dialing 1-888-224-1164 and 1-913-981-5591, respectively. No confirmation or pass code is needed. This conference call also can be accessed live on the Internet at http://investor.conagrafoods.com.

-more-

CONAGRA FOODS

page 8

A rebroadcast of the conference call will be available after 1 p.m. EDT. To access the digital replay, a pass code number will be required. Domestic participants should dial 1-888-203-1112 and international participants should dial 1-719-457-0820 and enter pass code 8891440. A rebroadcast also will be available on the company’s Web site. In addition, the company has posted a question-and-answer supplement relating to this release at http://investor.conagrafoods.com. To view recent company news, please visit http://media.conagrafoods.com.

ConAgra Foods, Inc., (NYSE:CAG) is one of North America’s leading packaged food companies, serving grocery retailers, as well as restaurants and other foodservice establishments. Popular ConAgra Foods consumer brands include: Banquet, Chef Boyardee, Egg Beaters, Healthy Choice, Hebrew National, Hunt’s, Marie Callender’s, Orville Redenbacher’s, PAM, Reddi-wip, and many others. For more information, please visit us at www.conagrafoods.com.

Note on Forward-looking Statements:

This release contains forward-looking statements. These statements are based on management’s current views and assumptions of future events and financial performance and are subject to uncertainty and changes in circumstances. The company undertakes no responsibility for updating these statements. Readers of this release should understand that these statements are not guarantees of performance or results. Many factors could affect the company’s actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements. These factors include, among other things, availability and prices of raw materials, product pricing, future economic circumstances, industry conditions, the company’s ability to execute its operating and restructuring plans, competitive environment and related market conditions, operating efficiencies, the ultimate impact of the company’s recalls, access to capital, actions of governments and regulatory factors affecting the company’s businesses and other risks described in the company’s reports filed with the Securities and Exchange Commission. The company cautions readers not to place undue reliance on any forward-looking statements included in this release, which speak only as of the date made.

-more-

CONAGRA FOODS

page 9

Regulation G Disclosure

Consumer Foods Segment

Below is a reconciliation of segment sales and operating profit exclusive of the pot pie business, the peanut butter business, Alexia Foods business, Lincoln Snacks business, recall costs and restructuring charges.

	Consumer Foods Segment Reconciliation (impacted by rounding)
(Dollars in millions)	Q4 FY08			Q4 FY07			% Change
Consumer Foods Net Sales	$	1,704		$	1,609		6	%
Pot Pie Net Sales		(21	)		(26	)
Net Sales of Acquired Businesses (Alexia & Lincoln Snacks)		(16	)		—
Peanut Butter Net Sales		(23	)		—
Adjusted Consumer Foods Net Sales	$	1,644		$	1,583		4	%
(Dollars in millions)	Q4 FY08			Q4 FY07			% Change
Priority Investment Brands Net Sales	$	1,194		$	1,143		4	%
Banquet Pot Pie Net Sales		(17	)		(22	)
Net Sales of Acquired Businesses (Alexia & Lincoln Snacks)		(14	)		—
Peter Pan Net Sales		(23	)		—
Priority Investment Brands Adjusted Net Sales	$	1,140		$	1,121		2	%
(Dollars in millions)	Q4 FY08			Q4 FY07			% Change
Enabler Brands Net Sales	$	510		$	466		9	%
Private Label Pot Pie Net Sales		(4	)		(4	)
Private Label Net Sales of Acquired Businesses		(2	)		—
Enabler Brands Adjusted Net Sales	$	504		$	462		9	%
(Dollars in millions)	Q4 FY08			Q4 FY07			% Change
Consumer Foods Segment Operating Profit	$	167		$	166		1	%
Peter Pan Recall Costs		—			17
Restructuring Plan Charges/Benefits		7			—
Consumer Foods Segment Adjusted Operating Profit	$	174		$	183		-5	%

-more-

CONAGRA FOODS

page 10

ConAgra Foods, Inc.

Segment Operating Results

In millions

	FOURTH QUARTER
	13 Weeks Ended			13 Weeks Ended
	May 25, 2008			May 27, 2007			Percent Change
SALES
Consumer Foods	$	1,703.9		$	1,609.4		5.9	%
Food and Ingredients		1,188.8			897.6		32.4	%
International Foods		185.4			158.3		17.1	%
Total		3,078.1			2,665.3		15.5	%
OPERATING PROFIT
Consumer Foods	$	166.7		$	166.1		0.4	%
Food and Ingredients		114.7			104.8		9.4	%
International Foods		10.7			17.5		(38.9	)%
Total operating profit for segments		292.1			288.4		1.3	%
Reconciliation of total operating profit to income from continuing operations before income taxes and equity method investment earnings
Items excluded from segment operating profit:
General corporate expense		(113.6	)		(164.4	)	(30.9	)%
Interest expense, net		(69.6	)		(56.9	)	22.3	%
Income from continuing operations before income taxes and equity method investment earnings	$	108.9		$	67.1		62.3	%

Segment operating profit excludes general corporate expense, equity method investment earnings, and net interest expense. Management believes such amounts are not directly associated with segment performance results for the period. Management believes the presentation of total operating profit for segments facilitates period-to-period comparison of results of segment operations.

-more-

CONAGRA FOODS

page 11

ConAgra Foods, Inc.

Segment Operating Results

In millions

	YEAR TO DATE
	52 Weeks Ended			52 Weeks Ended
	May 25, 2008			May 27, 2007			Percent Change
SALES
Consumer Foods	$	6,799.8		$	6,496.7		4.7	%
Food and Ingredients		4,128.1			3,421.5		20.7	%
International Foods		677.8			613.5		10.5	%
Total		11,605.7			10,531.7		10.2	%
OPERATING PROFIT
Consumer Foods	$	780.8		$	847.6		(7.9	)%
Food and Ingredients		511.7			434.8		17.7	%
International Foods		49.3			64.4		(23.4	)%
Total operating profit for segments		1,341.8			1,346.8		(0.4	)%
Reconciliation of total operating profit to income from continuing operations before income taxes and equity method investment earnings
Items excluded from segment operating profit:
General corporate expense		(392.3	)		(427.9	)	(8.3	)%
Interest expense, net		(253.3	)		(219.5	)	15.4	%
Income from continuing operations before income taxes and equity method investment earnings	$	696.2		$	699.4		(0.5	)%

Segment operating profit excludes general corporate expense, equity method investment earnings, and net interest expense. Management believes such amounts are not directly associated with segment performance results for the period. Management believes the presentation of total operating profit for segments facilitates period-to-period comparison of results of segment operations.

-more-

CONAGRA FOODS

page 12

ConAgra Foods, Inc.

Consolidated Statements of Earnings

In millions, except per share amounts

	FOURTH QUARTER
	13 Weeks Ended		13 Weeks Ended
	May 25, 2008		May 27, 2007		Percent Change
Net sales	$	3,078.1	$	2,665.3	15.5	%
Costs and expenses:
Cost of goods sold		2,430.4		2,031.3	19.6	%
Selling, general and administrative expenses		469.2		510.0	(8.0	)%
Interest expense, net		69.6		56.9	22.3	%
Income from continuing operations before income taxes and equity method investment earnings		108.9		67.1	62.3	%
Income tax expense		30.1		18.8	60.1	%
Equity method investment earnings		6.8		14.3	(52.4	)%
Income from continuing operations		85.6		62.6	36.7	%
Income from discontinued operations, net of tax		115.7		129.4	(10.6	)%
Net income	$	201.3	$	192.0	4.8	%
Earnings per share – basic
Income from continuing operations	$	0.18	$	0.13	38.5	%
Income from discontinued operations		0.23		0.26	(11.5	)%
Net income	$	0.41	$	0.39	5.1	%
Weighted average shares outstanding		486.0		494.9	(1.8	)%
Earnings per share – diluted
Income from continuing operations	$	0.18	$	0.13	38.5	%
Income from discontinued operations		0.23		0.26	(11.5	)%
Net income	$	0.41	$	0.39	5.1	%
Weighted average share and share equivalents outstanding		489.3		498.2	(1.8	)%

-more-

CONAGRA FOODS

page 13

ConAgra Foods, Inc.

Consolidated Statements of Earnings

In millions, except per share amounts

	YEAR TO DATE
	52 Weeks Ended		52 Weeks Ended
	May 25, 2008		May 27, 2007		Percent Change
Net sales	$	11,605.7	$	10,531.7	10.2	%
Costs and expenses:
Cost of goods sold		8,890.1		7,838.7	13.4	%
Selling, general and administrative expenses		1,766.1		1,774.1	(0.5	)%
Interest expense, net		253.3		219.5	15.4	%
Income from continuing operations before income taxes and equity method investment earnings		696.2		699.4	(0.5	)%
Income tax expense		227.2		245.5	(7.5	)%
Equity method investment earnings		49.7		28.4	75.0	%
Income from continuing operations		518.7		482.3	7.5	%
Income from discontinued operations, net of tax		411.9		282.3	45.9	%
Net income	$	930.6	$	764.6	21.7	%
Earnings per share – basic
Income from continuing operations	$	1.06	$	0.96	10.4	%
Income from discontinued operations		0.85		0.56	51.8	%
Net income	$	1.91	$	1.52	25.7	%
Weighted average shares outstanding		487.5		504.2	(3.3	)%
Earnings per share – diluted
Income from continuing operations	$	1.06	$	0.95	11.6	%
Income from discontinued operations		0.84		0.56	50.0	%
Net income	$	1.90	$	1.51	25.8	%
Weighted average share and share equivalents outstanding		490.9		507.1	(3.2	)%

-more-

CONAGRA FOODS

page 14

ConAgra Foods, Inc.

Consolidated Balance Sheets

In millions

	May 25, 2008		May 27, 2007
ASSETS
Current assets
Cash and cash equivalents	$	140.9	$	730.8
Receivables, less allowance for doubtful accounts of $17.6 and $16.8		890.6		819.0
Inventories		1,931.5		1,625.1
Prepaid expenses and other current assets		451.6		319.2
Current assets held for sale		2,667.4		1,511.9
Total current assets		6,082.0		5,006.0
Property, plant and equipment, net		2,489.8		2,206.5
Goodwill		3,483.3		3,404.8
Brands, trademarks and other intangibles, net		816.7		774.8
Other assets		553.2		230.8
Noncurrent assets held for sale		257.5		212.6
	$	13,682.5	$	11,835.5
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes payable	$	599.8	$	21.3
Current installments of long-term debt		14.9		17.9
Accounts payable		786.0		746.5
Accrued payroll		374.2		334.5
Other accrued liabilities		688.3		846.3
Current liabilities held for sale		1,188.1		714.4
Total current liabilities		3,651.3		2,680.9
Senior long-term debt, excluding current installments		3,186.9		3,218.6
Subordinated debt		200.0		200.0
Other noncurrent liabilities		1,293.0		1,129.9
Noncurrent liabilities held for sale		13.9		23.2
Common stockholders’ equity		5,337.4		4,582.9
	$	13,682.5	$	11,835.5

# # #

EX-99.2

Exhibit 99.2

Q4 FY08 Question & Answer

June 26, 2008

1. What were some examples of brands in the Consumer Foods segment posting sales growth for the quarter?

- Andy Capp	- Libby’s
- Blue Bonnet	- Manwich
- Chef Boyardee	- Orville Redenbacher’s
- Crunch ‘n Munch	- Ro*Tel
- DAVID	- Rosarita
- Egg Beaters	- Snack Pack
- Hebrew National	- Wesson
- Hunt’s	- Wolf

Sales for Healthy Choice were flat for the quarter.

2. What were some examples of brands in the Consumer Foods segment posting sales declines for the quarter?

- ACT II	- Parkay
- Banquet	- Pemmican
- Kid Cuisine	- Reddi-wip
- Marie Callender’s	- Slim Jim
- PAM	- Swiss Miss

3. What were unit volume changes for the quarter in the Consumer Foods and Food and Ingredients segments?

As reported, Consumer Foods volume was flat; excluding items impacting comparability, volume decreased 1%.

Food and Ingredients volume was flat for the quarter.

4. How much was total depreciation and amortization from continuing operations for the quarter?

Approximately $76 million (versus approximately $76 million in Q4 FY07)

5. How much was total depreciation and amortization from continuing operations for the full fiscal year?

Approximately $297 million (versus approximately $335 million in fiscal year 2007)

Page 1 of 7

6. How much were capital expenditures from continuing operations for the quarter?

Approximately $128 million (versus approximately $146 million in Q4 FY07)

7. How much were capital expenditures from continuing operations for the full fiscal year?

Approximately $451 million (versus approximately $387 million in fiscal year 2007)

8. What was the net interest expense for the quarter?

Approximately $70 million (versus approximately $57 million in Q4 FY07)

9. What was the net interest expense for the full fiscal year?

Approximately $253 million (versus approximately $220 million in fiscal year 2007)

10. What was corporate expense for the quarter and full fiscal year?

Approximately $114 million for the quarter (versus approximately $164 million in Q4 FY07)

Approximately $392 million for the full fiscal year (versus approximately $428 million in fiscal year 2007)

11. How much did the company pay in dividends during the quarter?

Approximately $93 million

12. How much did the company pay in dividends for the full fiscal year?

Approximately $362 million

13. What was the weighted average number of diluted shares outstanding for the quarter and full fiscal year (rounded)?

Approximately 489 million shares for the quarter; approximately 491 million shares for the full fiscal year

14. What were the gross margins and operating margins for the quarter ($ amounts in millions, rounded)?

Gross margin = gross profit* divided by net sales

Gross margin = $648/$3,078 = 21%

Operating margin = segment operating profit** divided by net sales

Operating margin = $292/$3,078 = 9%

* Gross profit = net sales – costs of goods sold ($3,078 – $2,430 = $648)

** See fourth-quarter segment operating results for a reconciliation of operating profit to income from continuing operations before income taxes and equity method investment earnings (loss). Income from continuing operations before income taxes and equity method investment earnings (loss), divided by net sales = $109/$3,078 = 4%.

Page 2 of 7

15. What is included in the company’s net debt at the end of the quarter ($ amount in millions, rounded)?

	Q4 FY08		Q4 FY07
Total debt*	$	4,002	$	3,458
Less: Cash on hand	$	141	$	731
Net debt total	$	3,861	$	2,727

Total debt = notes payable, short-term debt, long-term debt, and subordinated debt.

16. What is the net debt to total capital ratio at quarter end?

42% currently and 37% a year ago

This ratio is defined as net debt divided by the sum of net debt plus shareholder equity. See question #15 for the components of net debt.

17. What was the effective tax rate for the quarter?

The effective tax rate for continuing operations for the quarter was 26%.

18. What is the projected tax rate for fiscal year 2009?

The company plans for a tax rate in the range of 35%-36%, excluding items impacting comparability.

19. What are the projected capital expenditures for fiscal year 2009?

Approximately $475 million

20. What is the expected net interest expense for fiscal year 2009?

Approximately $255 million, excluding income from the notes payable to ConAgra Foods resulting from the Trading and Merchandising divestiture. When income from those notes is included, net interest expense is approximately $200 million.

Page 3 of 7

21. What is the current presentation of the quarterly segment sales and operating profits for fiscal years 2008 and 2007, given the recent organizational changes?

ConAgra Foods, Inc.

Segment Operating Results

(In millions)

	Fiscal 2008
	Q1			Q2			Q3			Q4			Total
SALES
Consumer Foods	$	1,559.3		$	1,780.5		$	1,756.1		$	1,703.9		$	6,799.8
Food and Ingredients		910.1			995.0			1,034.2			1,188.8			4,128.1
International Foods		151.7			175.7			165.0			185.4			677.8
Total		2,621.1			2,951.2			2,955.3			3,078.1			11,605.7
OPERATING PROFIT
Consumer Foods		176.0			232.4			205.7			166.7			780.8
Food and Ingredients		120.6			131.8			144.6			114.7			511.7
International Foods		11.3			14.7			12.6			10.7			49.3
Total operating profit for segments		307.9			378.9			362.9			292.1			1,341.8
Reconciliation of total operating profit to income from continuing operations before income taxes and equity method investment earnings (loss)
Items excluded from segment operating profit:
General corporate expense		(70.6	)		(126.0	)		(82.1	)		(113.6	)		(392.3	)
Interest expense, net		(54.8	)		(62.2	)		(66.7	)		(69.6	)		(253.3	)
Income from continuing operations before income taxes and equity method investment earnings (loss)	$	182.5		$	190.7		$	214.1		$	108.9		$	696.2

Segment operating profit excludes general corporate expense, equity method investment earnings (loss), and net interest expense. Management believes such amounts are not directly associated with segment performance results for the period. Management believes the presentation of total operating profit for segments facilitates period-to-period comparison of results of segment operations.

Page 4 of 7

21. What is the current presentation of the quarterly segment sales and operating profits for fiscal years 2008 and 2007, given the recent organizational changes? (continued)

ConAgra Foods, Inc.

Segment Operating Results

(In millions)

	Fiscal 2007
	Q1			Q2			Q3			Q4			Total
SALES
Consumer Foods	$	1,513.7		$	1,751.7		$	1,621.9		$	1,609.4		$	6,496.7
Food and Ingredients		817.0			869.5			837.4			897.6			3,421.5
International Foods		144.0			155.4			155.8			158.3			613.5
Total		2,474.7			2,776.6			2,615.1			2,665.3			10,531.7
OPERATING PROFIT
Consumer Foods		181.3			275.7			224.5			166.1			847.6
Food and Ingredients		104.4			116.9			108.7			104.8			434.8
International Foods		13.2			18.6			15.1			17.5			64.4
Total operating profit for segments		298.9			411.2			348.3			288.4			1,346.8
Reconciliation of total operating profit to income from continuing operations before income taxes and equity method investment earnings (loss)
Items excluded from segment operating profit:
General corporate expense		(87.8	)		(90.6	)		(85.1	)		(164.4	)		(427.9	)
Interest expense, net		(56.2	)		(51.5	)		(54.9	)		(56.9	)		(219.5	)
Income from continuing operations before income taxes and equity method investment earnings (loss)	$	154.9		$	269.1		$	208.3		$	67.1		$	699.4

Segment operating profit excludes general corporate expense, equity method investment earnings (loss), and net interest expense. Management believes such amounts are not directly associated with segment performance results for the period. Management believes the presentation of total operating profit for segments facilitates period-to-period comparison of results of segment operations.

Page 5 of 7

21. What is the current presentation of the quarterly segment sales and operating profits for fiscal years 2008 and 2007, given the recent organizational changes? (continued)

ConAgra Foods, Inc.

Income Statement for Fiscal 2008 and 2007

(In millions)

	Fiscal 2008
	Q1		Q2		Q3		Q4		Total
Net sales	$	2,621.1	$	2,951.2	$	2,955.3	$	3,078.1	$	11,605.7
Costs and expenses:
Cost of goods sold		2,002.3		2,209.0		2,248.4		2,430.4		8,890.1
SG&A expenses		381.5		489.3		426.1		469.2		1,766.1
Interest expense, net		54.8		62.2		66.7		69.6		253.3
Income from continuing operations before income taxes and equity method investment earnings (loss)		182.5		190.7		214.1		108.9		696.2
Income tax expense		61.1		68.6		67.4		30.1		227.2
Equity method investment earnings (loss)		9.6		12.5		20.8		6.8		49.7
Income from continuing operations		131.0		134.6		167.5		85.6		518.7
Income from discontinued operations, net of tax		44.4		110.2		141.6		115.7		411.9
Net income	$	175.4	$	244.8	$	309.1	$	201.3	$	930.6
Diluted EPS from continuing operations	$	0.27	$	0.27	$	0.34	$	0.18	$	1.06

	Fiscal 2007
	Q1			Q2		Q3		Q4		Total
Net sales	$	2,474.7		$	2,776.6	$	2,615.1	$	2,665.3	$	10,531.7
Costs and expenses:
Cost of goods sold		1,845.9			2,028.2		1,933.3		2,031.3		7,838.7
SG&A expenses		417.7			427.8		418.6		510.0		1,774.1
Interest expense, net		56.2			51.5		54.9		56.9		219.5
Income from continuing operations before income taxes and equity method investment earnings (loss)		154.9			269.1		208.3		67.1		699.4
Income tax expense		55.8			103.0		67.9		18.8		245.5
Equity method investment earnings (loss)		(0.2	)		8.4		5.9		14.3		28.4
Income from continuing operations		98.9			174.5		146.3		62.6		482.3
Income from discontinued operations, net of tax		67.8			38.8		46.3		129.4		282.3
Net income	$	166.7		$	213.3	$	192.6	$	192.0	$	764.6
Diluted EPS from continuing operations	$	0.19		$	0.34	$	0.29	$	0.13	$	0.95

Page 6 of 7

Note on Forward-Looking Statements:

This release contains forward-looking statements. These statements are based on management’s current views and assumptions of future events and financial performance and are subject to uncertainty and changes in circumstances. The company undertakes no responsibility for updating these statements. Readers of this release should understand that these statements are not guarantees of performance or results. Many factors could affect the company’s actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements. These factors include, among other things, availability and prices of raw materials, product pricing, future economic circumstances, industry conditions, the company’s ability to execute its operating and restructuring plans, competitive environment and related market conditions, operating efficiencies, the ultimate impact of the company’s recalls, access to capital, actions of governments and regulatory factors affecting the company’s businesses and other risks described in the company’s reports filed with the Securities and Exchange Commission. The company cautions readers not to place undue reliance on any forward-looking statements included in this release, which speak only as of the date made.

Page 7 of 7